ACCEPTANCE CERTIFICATE a certificate of the Lessor substantially in
 the form set out in Schedule 2.

AFFILIATE as to any Person, any other Person that,
 directly or indirectly, is in control of, is
 controlled by, or is under common control
 with, such Person. For purposes of this
 definition, "control" of a Person means the
 power, directly or indirectly, either to (a)
 vote 50% or more of the securities having
 ordinary voting power for the election of
 directors (or persons performing similar
 functions) of such Person or (b) direct or
 cause the direction of the management and
 policies of such person, whether by contract
 or otherwise.

AFTER-TAX BASIS means, with respect to any amount (an
 "Amount") required by any Transaction
 Document to be paid on an "After Tax Basis"

 6



 to or for the benefit of any Person, such
 Amount plus an additional amount that will
 cause the sum of such amounts, after
 subtracting the amount of all Taxes
 (including Lessor Taxes) required to be paid
 by such Person as a result of the receipt
 (actual or constructive) or accrual of such
 Amount plus the additional amount payable
 pursuant to this sentence (net of any
 current actual reduction in such Person's
 liability for Lessor Taxes caused by the
 payment of such Amount) to be equal to the
 amount that such Person would receive if
 such Taxes were not required to be paid by
 such Person.

AGREED MAINTENANCE PERFORMER unless otherwise agreed by Lessor and
 Lessee, a Person approved by the FAA to
 perform maintenance and/or modification
 services on commercial aircraft and/or
 commercial aircraft engines.

AGREED VALUE has the meaning specified in Schedule 7.

AIR AUTHORITY the AAC.